<PAGE>
As filed with the Securities and Exchange Commission on
December 19, 1995
Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________________
Form S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
________________________
SPRINT CORPORATION
(Exact name of registrant as specified in its charter)
Kansas 48-0457967
(State or other (I.R.S. Employer
jurisdiction Identification No.)
of incorporation or
organization)
Post Office Box 11315, Kansas City, Missouri 64112
(Address of principal executive offices)
________________________
SPRINT CORPORATION
1990 RESTRICTED STOCK PLAN
(Full title of the Plan)
________________________
DON A. JENSEN
Vice President and Secretary
P.O. Box 11315
Kansas City, Missouri 64112
(Name and address of agent for service)
Telephone number, including area code, of agent for
service:
(913) 624-3326
________________________
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Amount maximum maximum Amount
Title of securities to be offering aggregate of regis-
to be registered registered price per offering tration
share<FN1> price<FN1> fee
<S> <C> <C> <C> <C>
Shares of Common
Stock
($2.50 par value) 200,000 $39.875 $7,975,000 $2,750.00
<FN>
<FN1> Estimated solely for purposes of determining the registration
fee in accordance with Rule 457(h)(1). The average of the high
and low prices of the Common Stock on December 14, 1995, as
reported in the consolidated reporting system, was $39.875.
</TABLE>
Pursuant to Rule 429 under the Securities Act of 1933, the
Prospectus relating to this Registration Statement meets the
requirements for use in connection with the shares of common
stock registered under the following Registration Statements on
Form S-8: No. 33-50421 and No. 33-57785 pertaining to the 1990
Restricted Stock Plan.
<PAGE>
PART II. INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents filed by Sprint Corporation
("Sprint") with the Securities and Exchange Commission (File
No. 1-4721) are incorporated in this Registration Statement by
reference:
Sprint's Annual Report on Form 10-K for the year ended
December 31, 1994; its Quarterly Reports on Form 10-Q for
the quarters ended March 31, June 30 (as amended) and
September 30, 1995; and its Current Reports on Form 8-K
dated March 27 and June 22, 1995.
All documents subsequently filed by Sprint pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange
Act of 1934, prior to the filing of a post-effective amendment
which indicates that all securities offered have been sold or
which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference in this Registration
Statement and to be part of this Registration Statement from
the date of the filing of such documents. Sprint expressly
excludes from such incorporation the Report of the Compensation
Committee, the Performance Graph and any Report on Repricing
of Options/SARs contained in any proxy statement filed by Sprint
pursuant to Section 14 of the Securities Exchange Act of 1934
subsequent to the date of filing of this Registration Statement and
prior to the termination of the offering of the securities covered by
this Registration Statement.
Item 4. Description of Securities
The authorized capital stock of Sprint consists of
500,000,000 shares of Sprint Common Stock and 20,000,000
shares of Sprint Preferred Stock. The authorized but unissued
shares of Sprint Preferred Stock are issuable in one or more series,
with such designations, preferences and relative, participating,
optional or special rights, if any, and the qualifications,
limitations or restrictions thereof as may be fixed and determined
by resolution of the Board of Directors of Sprint (the "Sprint Board").
Sprint, Deutsche Telekom AG and France Telecom have
signed an Investment Agreement dated as of July 31, 1995, as
amended (the "Investment Agreement"), setting forth the terms by
which Deutsche Telekom AG and France Telecom will invest up to
an estimated $4.2 billion in shares of a new Sprint voting stock
(the "Class A Stock"), which may either be a separate class of
preference stock ("Class A Preference Stock") or a separate
class of common stock ("Class A Common Stock"). The Class
A Stock will represent up to approximately 20 percent of Sprint's
voting equity. Deutsche Telekom AG and France Telecom, as the
holders of the Class A Stock, will have the right in most circumstances
to proportionate representation on the Sprint Board and to purchase
additional shares of Class A Stock from Sprint to enable them to
maintain their ownership level at 20 percent. In addition, the holders
of Class A Stock will have disapproval rights with respect to Sprint's
undertaking certain types of transactions.
<PAGE>
The investment would require that Sprint's Articles of
Incorporation be amended. Among other amendments, the
authorized shares of Sprint Common Stock would be increased to
1,000,000,000 shares, and 500,000,000 shares of Class A Common
Stock and 500,000,000 shares of Class A Preference Stock would be
authorized. Completion of the transaction is contingent on receipt
of all necessary governmental approvals, and Sprint stockholders
must approve the terms of the investment, including the proposed
amendments to the Articles of Incorporation (the "Charter
Amendments").
The following are brief summaries of certain provisions
with respect to Sprint Common Stock, par value $2.50 per share,
contained in Sprint's Articles of Incorporation, as amended
as of the date of this Registration Statement. Such statements are
qualified in their entirety by reference to such Articles. The
term Preferred Stock, as hereinafter used, includes the
Preferred Stock-First Series, Convertible (the "First Series"),
Preferred Stock-Second Series, Convertible (the "Second Series"),
Preferred Stock-Third Series, 7-3/4%, Cumulative (the "Third Series"),
and Preferred Stock-Fifth Series (the "Fifth Series") and any other
series hereinafter established by the Sprint Board and issued by
Sprint (including, if issued, the Preferred Stock-Fourth Series,
Junior Participating referred to below under "Shareholder
Rights"). Sprint Common Stock is listed and traded on the
New York, Chicago and Pacific Stock Exchanges.
Dividend Rights and Restrictions
Subject to certain dividend restrictions of indentures
and other borrowing agreements and to the preferential rights of
the Preferred Stock (and, if authorized and issued, the Class A
Preference Stock), holders of Sprint Common Stock are
entitled to dividends as declared thereon by the Sprint Board only
out of net income or earned surplus. The most restrictive covenants
applicable to dividends are contained in revolving credit agreements.
Among other restrictions, the agreements require Sprint to maintain
specified levels of consolidated net worth, as defined. As a result of
this requirement, $1.9 billion of Sprint's $3.20 billion consolidated
retained earnings was effectively restricted from payment of
dividends as of September 30, 1995. Before any dividends on
Sprint Common Stock may be paid or declared and set apart for
payment, full cumulative dividends on the Sprint Preferred Stock
(and, if authorized and issued, the Class A Preference Stock) must
be paid or declared and set apart for payment. If Sprint fails to purchase
the Fifth Series shares upon tender by the holders, it is precluded
from declaring or paying dividends on its Common Stock until it
has deposited the funds necessary for the purchase of such
shares. Upon the issuance of other series of Preferred Stock, the
Sprint Board may provide for dividend restrictions on Sprint Common
Stock as to such series.
Voting Rights
Except as hereinafter noted, holders of Sprint Common
Stock and the First Series, the Second Series and the Fifth Series
are entitled at each stockholders' meeting of Sprint, as to each
matter to be voted upon, to cast one vote for each share
held of record on the books of Sprint.
<PAGE>
The Preferred Stock is entitled to vote as a class with
respect to certain matters affecting preferences of the
Preferred Stock or creating prior ranking or parity stock. If six
quarterly dividends on any series of the Preferred Stock are
in arrears, or if any sinking fund payment on any series of the
Sprint Preferred Stock has been in arrears for more than one
year, the number of Sprint's directors will be increased by
two and the holders of Preferred Stock voting as a class will be
entitled to elect two directors until all arrears in dividends
and sinking fund payments have been paid, and in such event
Sprint Common Stock and all voting series of the Preferred
Stock would be entitled to elect the remaining directors. If no
dividends or less than full cumulative dividends on the Fifth
Series shall have been paid for each of four consecutive
dividend periods, or if arrearages in the payment of dividends
on the Fifth Series shall have cumulated in an amount equal to full
cumulative dividends on the Fifth Series for six quarterly
dividend periods, the holders of the Fifth Series, acting alone,
will be entitled to elect the smallest number constituting a
majority of Sprint's Directors then to be elected until all
arrears in such dividends are paid or set aside for payment.
The Sprint Board is divided into three classes, with
each class consisting, as nearly as possible, of one-third of the
total number of directors and serving a staggered three-year
term. Only one class is elected each year, and it is
elected for a three-year term. Sprint stockholders are not entitled
to cumulative voting rights in the election of directors.
Sprint's Articles of Incorporation require that certain
business combinations initiated by a holder of at least 10
percent of Sprint's voting stock must be approved by the
holders of 80 percent of the outstanding voting stock.
The Class A Stock, if authorized and issued, would have
certain class voting rights (among other things, the right to
elect their own directors to the Sprint Board and, for a
period of years, to disapprove certain Sprint transactions) as
well as general voting rights.
Restriction on Purchase of Equity Securities by Sprint
Sprint's Articles of Incorporation prohibit Sprint from
purchasing its own equity securities from an owner of 5
percent or more of such equity securities (if any of the securities
have been held for less than two years) at a premium over market
price unless Sprint either (1) obtains the approval of the holders
of a majority of the shares of Sprint's outstanding voting stock
(excluding the shares held by the 5 percent security holder)
or (2) makes a tender or exchange offer to purchase securities
of the same class on the same terms to all holders of such
equity securities.
The Charter Amendments would revise these provisions to
provide that the approval of stockholders other than Deutsche
Telekom AG, France Telecom and their affiliates which would
otherwise be required by such provisions will not be required in
connection with purchases, redemptions or other acquisitions
by Sprint of Sprint equity securities held by Deutsche Telekom
AG, France Telecom and certain other entities pursuant to the
Investment Agreement, a related agreement to be entered into
with France Telecom and Deutsche Telekom AG and the Articles
of Incorporation as proposed to be amended by the Charter
Amendments.
<PAGE>
Redemption
The Charter Amendments would permit the redemption of
shares of Sprint Common Stock and, in certain circumstances, Class
A Stock held by Aliens if necessary to comply with the foreign
ownership limitations set forth in Section 310 of the U.S.
Communications Act of 1934, as amended. The provisions
would permit Sprint Common Stock to be redeemed at a price equal
to the fair market value of the shares, except that the redemption
price in respect of shares purchased by any Alien after November
21, 1995 and within one year of the redemption date would not
(unless otherwise determined by the Sprint Board) exceed the
purchase price paid for such shares by such person.
Shareholder Rights
Each share of Sprint Common Stock issued prior to the
occurrence of certain takeover events has one-half of a
Right attached in accordance with the terms of a Shareholder
Rights Plan adopted by Sprint on August 8, 1989. The Rights do not
become exercisable and do not separate from the shares of
Common Stock until the occurrence of such takeover events. Each
Right, when it becomes exercisable, entitles the holder to purchase
a unit consisting of one one-hundredth of a share of Preferred
Stock-Fourth Series, Junior Participating at a price of $235
per unit, or to purchase Sprint Common Stock or common stock of
the acquiring company having a value equal to two times the
exercise price of the Right, depending upon the circumstances. Under
certain circumstances, Rights beneficially owned by a person
or group of affiliated or associated persons who have acquired,
or obtained the right to acquire, beneficial ownership of 20
percent or more of the outstanding shares of Sprint Common Stock
become null and void. The Rights may be redeemed by Sprint at a
price of one cent per Right and expire on September 8, 1999.
In connection with the anticipated investment in Class A
Stock by France Telecom and Deutsche Telekom AG, the
Shareholder Rights Plan was amended to provide for Rights to attach to
the Class A Common stock and to assure that the investment will
not cause the Rights to detach and become exercisable. The
amendment to the Shareholder Rights Plan provides generally that
actions of France Telecom, Deutsche Telekom AG and their respective
affiliates which would otherwise cause the Rights to detach and
become exercisable will not do so unless such actions also
violate the Standstill Agreement dated as of July 31, 1995
entered into among Sprint, France Telecom and Deutsche
Telekom AG.
Liquidation Rights
In the event of liquidation, holders of Sprint Common Stock
will be entitled to share ratably (together with the holders
of any Class A Common Stock then outstanding) in any assets
remaining after the satisfaction in full of the prior rights
of creditors, including holders of Sprint indebtedness, and the
aggregate liquidation preference of any Sprint Preferred
Stock (and any Class A Preference Stock) then outstanding.
<PAGE>
Preemptive Rights
No holder of shares of Sprint Common Stock or any other
capital stock of Sprint is entitled to preemptive rights or
subscription rights, other than pursuant to the Rights
referred to under "Shareholder Rights" above. Deutsche Telekom AG
and France Telecom will have the contractual right to purchase
additional shares of Class A Stock from Sprint to enable
them to maintain their ownership level at 20%.
Fully Paid
The outstanding shares of Sprint Common Stock are, and
the shares of Sprint Common Stock offered hereby when issued
will be, fully paid and nonassessable.
Transfer Agents and Registrars
The Transfer Agents and Registrars for Sprint Common
Stock are UMB Bank, n.a. (Missouri), and Chemical Mellon
Shareholder Services (New York).
Item 5. Interests of Named Experts and Counsel.
The validity of the authorized and unissued shares of
Sprint Common Stock to be issued under the 1990 Restricted
Stock Plan was passed upon by Don A. Jensen, Esq., Vice
President and Secretary of Sprint.
Item 6. Indemnification of Directors and Officers.
Consistent with Section 17-6305 of the Kansas Statutes
Annotated, Article IV, Section 11 of the Bylaws of Sprint
provides that Sprint will indemnify directors and officers
of the corporation against expenses, judgments, fines and amounts
paid in settlement in connection with any action, suit or
proceeding if the director or officer acted in good faith and in a
manner reasonably believed to be in or not opposed to the best
interests of Sprint. With respect to a criminal action or proceeding,
the director or officer must also have had no reasonable cause
to believe his conduct was unlawful.
Under Section 11, Sprint may purchase and maintain
insurance on behalf of any person who is or was a director, officer,
employee or agent of Sprint, or who is or was serving at the
request of Sprint as a director, officer, employee or agent
of another corporation, partnership, joint venture, trust or
other enterprise, against any liability arising out of his status
as such, whether or not Sprint would be required to indemnify
such persons against such liability. Sprint carries standard
directors and officers liability coverage for its directors
and officers. Subject to certain limitations and exclusions,
the policies reimburse Sprint for liabilities indemnified under
Section 11 and indemnify directors and officers of Sprint
against additional liabilities not indemnified under Section 11.
Sprint has entered into indemnification agreements with
its directors and officers. These agreements provide for the
indemnification, to the full extent permitted by law, of
expenses, judgments, fines, penalties and amounts paid in
settlement incurred by the director or officer in connection
with any threatened, pending or
<PAGE>
completed action, suit or proceeding on account of service
as a director, officer or agent of Sprint.
Item 8. Exhibits.
Exhibit
Number Exhibit
4A. Article Fifth, Article Sixth, Article Seventh and
Article Eighth of the Articles of Incorporation of
Sprint Corporation (the Articles of Incorporation
are filed as Exhibit 4 to Sprint Corporation's Current
Report on Form 8-K dated March 9, 1993 and
incorporated herein by reference).
4B. Rights Agreement dated as of August 8, 1989,
between Sprint Corporation (formerly United
Telecommunications, Inc.) and UMB Bank,
n.a. (formerly United Missouri Bank of Kansas
City, N.A.) as Rights Agent (filed as Exhibit
2(b) to Sprint Corporation's Registration
Statement on Form 8-A dated August 11, 1989
(File No. 1-4721) and incorporated herein
by reference).
4C. Amendment and supplement dated June 4, 1992 to
Rights Agreement dated as of August 8, 1989 (filed as
Exhibit 2(c) to Amendment No. 1 on Form 8 dated June 8,
1992 to Sprint Corporation's Registration Statement on
Form 8-A dated August 11, 1989 (File No. 1-4721), and
incorporated herein by reference).
4D. Second Amendment to Rights Agreement dated as of
July 31, 1995 between Sprint Corporation and UMB Bank,
n.a. (filed as Exhibit 2(d) to Form 8-A/A-2 dated
October 20, 1995 amending Sprint Corporation Registration
Statement on Form 8-A dated August 11, 1989 (File
No. 1-4721) and incorporated herein by reference).
4E. Standstill Agreement dated as of July 31, 1995, by
and among Sprint Corporation, France Telecom and
Deutsche Telekom AG (filed as Exhibit (10)(c) to Sprint
Corporation Quarterly Report on Form 10-Q for the
quarter ended June 30, 1995 and incorporated
herein by reference).
5. Opinion and consent of Don A. Jensen, Esq.
23-A. Consent of Ernst & Young LLP.
23-B. Consent of Arthur Andersen LLP.
23-C. Consent of Don A. Jensen, Esq. is contained in his
opinion filed as Exhibit 5.
24. Power of Attorney is contained on page II-9 of this
Registration Statement.
<PAGE>
99. 1990 Restricted Stock Plan, as amended.
Item 9. Undertakings.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales of
the securities being registered are being made, a post-effective
amendment to this Registration Statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933, unless such
information is contained in a periodic report filed by
the registrant pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934 and incorporated
herein by reference;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of the
Registration Statement (or the most recent post-
effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the
information set forth in the Registration Statement,
unless such information is contained in a periodic
report filed by the registrant pursuant to Section 13
or Section 15(d) of the Securities Exchange Act of 1934
and incorporated herein by reference; and
(iii) To include any material information with
respect to the plan of distribution not previously
disclosed in the Registration Statement or any material
change to such information in the Registration Statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new Registration Statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a post-
effective amendment any of the securities being registered
which remain unsold at the termination of the offering.
(4) That, for purposes of determining any liability
under the Securities Act of 1933, each filing of the registrant's
annual report pursuant to Section 13(a) or Section 15(d) of
the Securities Exchange Act of 1934 (and, where applicable, each
filing of an employee benefit plan's annual report pursuant
to Section 15(d) of the Securities Exchange Act of 1934) that
is incorporated by reference in the Registration Statement
shall be deemed to be a new Registration Statement relating to the
securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers
and controlling persons of the registrant pursuant to the
foregoing provisions described under Item 6 above, or otherwise,
the registrant has been advised that in the opinion of the
Securities and Exchange
<PAGE>
Commission such indemnification is against public policy as
expressed in the Act, and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities
(other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in connection
with the securities being registered, the registrant will, unless in the
opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question
whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication
of such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form
S-8 and has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in
the City of Westwood, State of Kansas, on the 19th day of
December 1995.
SPRINT CORPORATION
By /s/ W. T. Esrey
(W. T. Esrey, Chairman of the Board)
POWER OF ATTORNEY
We, the undersigned officers and directors of Sprint
Corporation, hereby severally constitute W. T. Esrey, A. B.
Krause and J.R. Devlin and each of them singly, our true and
lawful attorneys with full power to them, and each of them
singly, to sign for us and in our names in the capacities
indicated below the Registration Statement filed herewith and any
and all amendments to said Registration Statement, and generally
to do all such things in our name and behalf in our capacities as
officers and directors to enable Sprint Corporation to comply
with the provisions of the Securities Act of 1933, as amended,
and all requirements of the Securities and Exchange Commission,
hereby ratifying and confirming our signatures as they may be
signed by our said attorneys, or any of them, to said
Registration Statement and any and all amendments thereto.
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement and Power of Attorney have been
signed by the following persons in the capacities and on the date
indicated.
<TABLE>
<CAPTION>
Name Title Date
<S> <C> <C>
Chairman of the )
Board, President and )
Chief Executive Officer )
/s/ W. T. Esrey (Principal Executive )
(W. T. Esrey) Officer) )
)
Executive Vice President ) December
and Chief Financial ) 19, 1995
Officer )
/s/ A. B. Krause (Principal Financial )
(A. B. Krause) Officer) )
)
Senior Vice President )
and Controller )
/s/ J. P. Meyer (Principal Accounting )
(J. P. Meyer) Officer) )
<PAGE>
<CAPTION>
Name Title Date
<S> <C> <C>
/s/ DuBose Ausley Director )
(DuBose Ausley) )
)
/s/ W. L. Batts Director )
(W. L. Batts) )
)
/s/ R. M. Davis Director )
(R. M. Davis) )
)
Director )
(D. J. Hall) )
)
/s/ Harold S. Hook Director )
(H. S. Hook) )
)
/s/ R. E. R. Huntley Director ) December
(R. E. R. Huntley) ) 19, 1995
)
/s/ Ronald T. LeMay Director )
(R. T. LeMay) )
)
/s/ L. K. Lorimer Director )
(L. K. Lorimer) )
)
/s/ C. H. Price Director )
(C. H. Price II) )
)
/s/ F. E. Reed Director )
(F. E. Reed) )
)
/s/ C. E. Rice Director )
(C. E. Rice) )
)
/s/ Stewart Turley Director )
(Stewart Turley) )
</TABLE>
<PAGE>
Exhibit Index
Exhibit
Number Page
4A. Article Fifth, Article Sixth, Article
Seventh and Article Eighth of the
Articles of Incorporation of Sprint
Corporation (the Articles of Incorporation
are filed as Exhibit 4 to Sprint Corporation's
Current Report on Form 8-K dated March
9, 1993 and incorporated herein by
reference).
4B. Rights Agreement dated as of August 8,
1989, between Sprint Corporation (formerly
United Telecommunications, Inc.) and UMB
Bank, n.a. (formerly United Missouri Bank
of Kansas City, N.A.) as Rights Agent (filed
as Exhibit 2(b) to Sprint Corporation's
Registration Statement on Form 8-A dated
August 11, 1989 (File No. 1-4721) and
incorporated herein by reference).
4C. Amendment and supplement dated June 4,
1992 to Rights Agreement dated as of
August 8, 1989 (filed as Exhibit 2(c) to
Amendment No. 1 on Form 8 dated June 8,
1992 to Sprint Corporation's Registration
Statement on Form 8-A dated August 11, 1989
(File No. 1-4721), and incorporated herein
by reference).
4D. Second Amendment to Rights Agreement dated
as of July 31, 1995 between Sprint Corporation
and UMB Bank, n.a. (filed as Exhibit 2(d) to Form
8-A/A-2 dated October 20, 1995 amending Sprint
Corporation Registration Statement on Form 8-A
dated August 11, 1989 (File No. 1- 4721) and
incorporated herein by reference).
4E. Standstill Agreement dated as of July 31, 1995,
by and among Sprint Corporation, France
Telecom and Deutsche Telekom AG (filed as
Exhibit (10)(c) to Sprint Corporation Quarterly
Report on Form 10-Q for the quarter ended
June 30, 1995 and incorporated herein by
reference).
5. Opinion and consent of Don A. Jensen, Esq.
23-A. Consent of Ernst & Young LLP.
23-B. Consent of Arthur Andersen LLP.
23-C. Consent of Don A. Jensen, Esq. is contained in his
opinion filed as Exhibit 5.
24. Power of Attorney is contained on page II-13 of this
Registration Statement.
99. 1990 Restricted Stock Plan, as amended.
<PAGE>
Exhibit 5
December 19, 1995
Sprint Corporation
P.O. Box 11315
Kansas City, Missouri 64112
Re: 200,000 Shares of Common Stock (par value $2.50 per
share) of Sprint Corporation, issuable in connection with
the 1990 Restricted Stock Plan
Gentlemen:
I have acted as your counsel in connection with the proposed
offering and issuance of an aggregate of 200,000 additional
shares of your Common Stock ("Additional Shares"), $2.50 par
value, referred to in the Registration Statement on Form S-8 (the
"Registration Statement"), to be filed with the Securities and
Exchange Commission pursuant to the Securities Act of 1933, as
amended (the "Act"). In such connection, I have examined the
Registration Statement and I am familiar with the corporate
proceedings taken by your Board of Directors and officers in
connection with the authorization of the Additional Shares and
related matters, and I have reviewed such documents, records and
matters of law as I have considered necessary for rendering my
opinion hereinafter set forth.
Based upon the foregoing, I am of the opinion that:
1. Sprint Corporation is a corporation duly organized and
validly existing under the laws of the State of Kansas.
2. The Additional Shares have been duly and validly
authorized and, when (i) the Registration Statement has
become effective under the Act and (ii) the Additional
Shares are issued in the manner and upon the terms set forth
in the 1990 Restricted Stock Plan, such Additional Shares
will be legally issued, fully paid and nonassessable.
I hereby consent to the filing of this opinion as an exhibit
to the Registration Statement. In giving such consent, I do not
thereby admit that I am in the category of persons whose consent
is required under Section 7 of the Act.
Very truly yours,
/s/ Don A. Jensen
Don A. Jensen
DAJ/lb
<PAGE>
Exhibit 23-A
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration
Statement (Form S-8) pertaining to the Sprint Corporation 1990
Restricted Stock Plan of our report dated January 31, 1995, with
respect to the consolidated financial statements and schedule of
Sprint Corporation included in its Annual Report (Form 10-K) for
the year ended December 31, 1994, filed with the Securities and
Exchange Commission.
/s/ Ernst &Young LLP
Ernst &Young LLP
Kansas City, Missouri
December 18, 1995
<PAGE>
Exhibit 23-B
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation of our report on the financial statements of Centel
Corporation (a Kansas corporation) dated February 3, 1993,
included in Sprint Corporation's Annual Report on Form 10-K for
the year ended December 31, 1994, which document is incorporated
by reference in Sprint Corporation's Form S-8 Registration
Statement registering 200,000 shares of common stock for the
Sprint Corporation 1990 Restricted Stock Plan.
/s/ Arthur Andersen LLP
ARTHUR ANDERSEN LLP
Chicago, Illinois,
December 19, 1995
<PAGE>
Exhibit 99
1990 RESTRICTED STOCK PLAN
(as amended June 9, 1992, August 10, 1993,
December 13, 1994, February 18, 1995,
August 8, 1995, and December 12, 1995)
Section 1. Establishment.
Pursuant to the Sprint Long-Term Stock Incentive Program
(the "Program"), Sprint Corporation, a Kansas corporation (the
"Company"), hereby establishes a restricted stock plan to be
named the 1990 Restricted Stock Plan (the "Plan").
Section 2. Purpose.
The purpose of the Plan is to aid the Company and its
subsidiaries in competing with other enterprises for the services
of new key personnel needed to help ensure their continued
development. The Plan will also help the Company and its
subsidiaries retain key personnel.
Section 3. Administration.
The Plan shall be administered by the Organization and
Compensation Committee (the "Compensation Committee")
of the Board of Directors of the Company. Members of the
Compensation Committee shall be Disinterested Persons as
defined in the Program. The Compensation Committee shall
hold its meetings at such times and places as it may determine.
A majority of the Compensation Committee shall constitute a
quorum and the acts of a majority of the members present at
any meeting at which a quorum is present, or acts approved in
writing by a majority of the Compensation Committee, shall be
deemed the acts of the Compensation Committee. The
Compensation Committee may delegate to the Chief Executive
Officer of the Company (the "CEO") the right to grant awards
of restricted stock to employees of the Company and its
subsidiaries who are not officers or directors of the Company
and to cancel or suspend such awards. The CEO may
not make awards of restricted stock to any one individual in
excess of 15,000 shares and may not make awards of restricted
stock aggregating in excess of 50,000 shares between meetings of
the Compensation Committee. The awards made by the CEO
shall be reported to the Compensation Committee at each of its
meetings.
The Company shall issue shares of restricted stock under the
Plan in accordance with determinations made by the Compensation
Committee or the CEO pursuant to the provisions of the Plan and
the Program. The Compensation Committee from time to time may
adopt (and thereafter amend and rescind) such rules and
regulations for carrying out the Plan and take such action in the
administration of the Plan, not inconsistent with the provisions
of the Plan and the Program, as it shall deem proper. Except as
set forth in Section 6(a) hereof, the Compensation Committee may
accelerate the time or times at which restrictions lapse and may
waive any forfeiture of restricted stock. The interpretation and
construction of any provisions of the Plan by the Compensation
Committee shall, unless otherwise determined by the Board of
Directors of the Company,
<PAGE>
be final and conclusive. No member of the Board of Directors
or the Compensation Committee shall be liable for any action
or determination made in good faith with respect to the Plan
or any grant under it.
Section 4. Total Number of Shares Subject to Grant.
The maximum number of shares of common stock ($2.50 par
value) of the Company which may be issued under the Plan shall
not exceed 500,000 (subject to adjustment as provided in Section
7 hereof). The shares issued under the Plan may be either
treasury shares or authorized but unissued shares, as the Board
of Directors from time to time may determine. The maximum number
of shares of common stock which may be issued in any calendar
year, together with shares of common stock subject to other
awards under the Program, shall not exceed the limits set forth
in Section 4(a) of the Program.
In the event that any outstanding shares of restricted stock
under the Plan are forfeited for any reason, such shares of
common stock may again be subject to grant under the Plan.
Section 5. Eligibility.
Restricted stock shall be granted only to key employees of
the Company or its subsidiaries, including new hires. No grants
shall be made by the CEO to any individual who is an officer or
director of the Company or who will be proposed to be elected as
an officer or director at the next meeting of the Board of
Directors or Stockholders of the Company. The Compensation
Committee or the CEO will, in its discretion, determine the key
employees to be granted restricted stock, the time or times at
which restricted stock shall be granted, the number of shares to
be granted and the duration of restrictions on the shares
granted. In making such determination, the Compensation
Committee and the CEO may take into consideration the value of
the services rendered or to be rendered by the respective
individuals, their present and potential contributions to the
success of the Company and its affiliates and such other factors
which the Compensation Committee or the CEO may deem relevant in
accomplishing the purposes of the Plan.
No restricted stock may be granted to any individual who
immediately after the grant owns directly or indirectly stock
possessing more than five percent (5%) of the total combined
voting power or value of all classes of stock of the Company or
any subsidiary. No person shall be eligible to receive a larger
number of shares of restricted stock than is recommended for
such individual by the Compensation Committee or the CEO.
Section 6. Terms and Conditions of Grants.
Each grant under the Plan shall be evidenced by an Agreement
in such form not inconsistent with the Plan as the Compensation
Committee or the CEO shall determine; provided that the substance
of the following terms and conditions be included therein:
<PAGE>
(a) Duration of Restrictions. The restrictions on
restricted stock shall lapse at such time or times as
determined by the Compensation Committee or the CEO;
provided, however, that no restricted stock shall
become free of restrictions prior to the first
anniversary date of the granting of the restricted
stock.
(b) Nontransferable. The employee who receives the
restricted stock (the "Grantee") may not sell,
transfer, assign, pledge, or otherwise encumber or
dispose of shares of restricted stock, except in
payment of the exercise price of a stock option issued
by the Company, until such time as all restrictions on
such stock have lapsed.
(c) Termination of Employment. If, before the restrictions
on shares of restricted stock lapse, the Grantee ceases
to be employed by the Company or a subsidiary of the
Company for any reason (including death or disability),
the shares of restricted stock that continue to be
restricted shall be forfeited and the Grantee or his
representative shall sign any document and take any
other action required to assign said restricted shares
back to the Company.
(d) Consideration. Each Grantee shall, as consideration for
the grant of restricted stock, agree in writing to
remain in the employ of the Company or of one of its
subsidiaries, at the pleasure of the Company or of such
subsidiary, for the period of time until the restrictions
on the restricted stock lapse. Nothing contained in the
Plan or in any Agreement shall confer upon any Grantee
any right with respect to continuance of employment by
the Company or its subsidiaries, nor interfere in any way
with the right of the Company or its subsidiaries to
terminate the Grantee's employment or change the Grantee's
compensation at any time.
(e) Interest in Competitor. In the event that any Grantee,
without the consent of the Compensation Committee,
renders services to, or owns any interest in (other
than any nonsubstantial interest, as determined by the
Compensation Committee) any business that is in
competition with the Company or with any business in
which the Company has a substantial interest, as
determined by the Compensation Committee, any
restricted stock shall automatically be forfeited. The
decision of the Compensation Committee on any such
matters shall be final and binding upon all concerned.
(f) Rights as Stockholder. Except as set forth in the
Plan, a Grantee will have all rights of a stockholder
with respect to shares of restricted stock, including
the right to vote the shares of stock and the right to
dividends on the stock. The shares of restricted stock
will be registered in the name of the Grantee and the
certificates evidencing such shares shall bear an
appropriate legend referring to the terms, conditions
and restrictions applicable to the award and shall be
held in escrow by the Company. The Grantee shall
execute a
<PAGE>
stock power or powers assigning the shares of
restricted stock back to the Company, which stock
powers shall be held in escrow by the Company and
used only in the event of the forfeiture of any of the
shares of restricted stock. A certificate evidencing
unrestricted shares of common stock shall be issued to
the Grantee promptly after the restrictions lapse on
any restricted shares.
(g) Stock Withholding Election. When taxes are withheld
upon the lapse of restrictions on restricted stock (the
date on which such restrictions lapse hereinafter
referred to as the "Tax Date"), the Grantee may elect
to make payment for the withholding of federal, state
and local taxes, including Social Security and Medicare
("FICA") taxes, up to the Grantee's marginal tax rate,
by one or both of the following methods:
(i) delivering part or all of the payment in
previously-owned shares (which shall be valued at fair
market, as defined herein, on the Tax Date) which
shares, if acquired from the Company, must have been
held for at least six months; or
(ii) requesting the Company to withhold from
those shares that would otherwise be received upon the
lapse of restrictions, a number of shares having a fair
market value (as defined herein) on the Tax Date equal
to the amount to be withheld. The amount of tax
withholding to be satisfied by withholding shares is
limited to the minimum amount of taxes, including FICA
taxes, required to be withheld under federal, state and
local law.
Such election is irrevocable. Any fractional share
amount and any additional withholding not paid by the
withholding or surrender of shares must be paid in cash.
If no timely election is made, cash must be delivered to
satisfy all tax withholding requirements.
Grantees who are subject to Section 16 of the
Securities Exchange Act of 1934 ("Insiders") making an
election pursuant to (i) or (ii) of the immediately
preceding paragraph must do so: (a) after February 8,
1996, for FICA taxes; (b) at least six months after the
date of grant of restricted stock; and (c) either
within a "window period" as defined in Rule 16b-3(e)(3)
under the Securities Exchange Act of 1934 or at least
six months in advance of the Tax Date. An election by
an Insider to have stock withheld to satisfy tax obligations
is subject to the approval of the Committee and to such
rules as the Committee may from time to time adopt.
<PAGE>
Section 7. Change in Stock, Adjustments, Etc.
In the event that the outstanding shares of common stock of
the Company are hereafter increased or decreased or changed
into or exchanged for a different number of shares or kind of
shares or other securities of the Company or of another
corporation, by reason of reorganization, merger, consolidation,
recapitalization, reclassification, stock split-up, combination
of shares, or a dividend payable in capital stock, outstanding
shares of restricted stock shall be treated the same as other
outstanding shares of common stock and appropriate adjustment
shall be made by the Compensation Committee in the number and
kind of shares that may be granted under the Plan and that may be
granted by the CEO under the Plan.
The grant of restricted stock pursuant to the Plan shall not
affect in any way the right or power of the Company to make
adjustments, reclassifications, reorganizations or changes of its
capital or business structure or to merge or to consolidate or to
dissolve, liquidate, or sell or transfer all or any part of its
business or assets.
Section 8. Duration, Amendment and Termination.
The Board of Directors of the Company may at any time
terminate the Plan or make such amendments thereof as it shall
deem advisable and in the best interests of the Company;
provided, however, that no such termination or amendment shall,
without the consent of the individual to whom any restricted
stock shall theretofore have been granted, affect or impair the
rights of such individual with respect to such restricted stock;
and provided further, that any such amendment shall be consistent
with the provisions of the Program, as it may be amended from
time to time.
No restricted stock shall be granted under the Plan after
April 18, 1999.
Section 9. Effectiveness of Plan.
This Plan shall be effective as of February 17, 1990.
Section 10. Date of Granting of Restricted Stock.
The granting of restricted stock pursuant to the Plan shall
take place on the date the Compensation Committee or the CEO
decides to grant the restricted stock. As soon as practicable
but no later than twenty (20) days after the granting of the
restricted stock, the Company shall notify the employee of the
grant and, within sixty (60) days of the granting of the
restricted stock, the Company shall submit to the employee an
Agreement duly executed by and on behalf of the Company, and a
stock power or powers with respect to the restricted stock, with
the request that the employee execute the Agreement and stock
powers within sixty (60) days after the mailing by the Company of
the notice to the
<PAGE>
employee. The employee shall execute the written Agreement
and stock powers within said 60-day period.
